Philippine Metals Closes Second Round of Oversized Subscription Receipt Funding

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Vancouver, British Columbia – (Newsfile Corp. – December 30, 2021) – Philippine Metals Inc. (TSXV: PHI) (“PMI“or the”Society“) announces that, following its press releases dated November 29, 2021 and December 10, 2021, the Company has completed the second and final tranche (the”Second installment“) of its financing by subscription receipt (the”PMI financing“) 2,000,000 Subscription Receipts (the”Subscription receipts“) to $ 0.50 per subscription receipt for total gross proceeds of $ 1,000,000. Due to increased demand, the Company has increased the PMI funding to $ 2,590,396.50.

The first tranche of the PMI financing of 3,180,793 subscription receipts for total gross proceeds of $ 1,590,396.50 was closed on December 8, 2021 (see the Company’s press release dated December 10, 2021).

The PMI Financing is carried out within the framework of the reverse takeover transaction previously announced by the Company (the “Transaction“) with ReVolve Renewable Power Limited (“Turn“) (see Company press release dated June 24, 2021). Each Subscription Receipt, provided that the terms of release from escrow in the Subscription Receipt Agreement (as defined below) (“Escrow Release Conditions“) are satisfied, will automatically be converted to a unit (a”Unity“), each Unit comprising one post-Consolidation ordinary share (as defined below) of the Company and one common share subscription warrant of the Company (a”To guarantee“). Each warrant will give its holder the right to purchase one additional common share of the Company after the Combination (a”Warrant share“) at a price of $ 0.75 per warrant share for a period of eighteen (18) months following the automatic conversion of the subscription receipts. Prior to the completion of the transaction, the Company intends to consolidate its common shares on the basis of four ordinary consolidation shares for one post-consolidation ordinary share of the Company (the “Consolidation“).

The gross proceeds of the PMI Financing (the “Escrowed funds“) are held in escrow pursuant to a Subscription Receipt Agreement dated December 8, 2021 between PMI and Computershare Trust Company of Canada, as Subscription Receipt Agent and Escrow Agent for escrow funds (the “Subscription receipt agreement“). Upon satisfaction or waiver of the escrow release conditions, the escrow funds together with any interest earned thereon will be released to the resulting issuer (and to the discoverers with respect to finder’s fees, as defined below) in accordance with the terms If the escrow release conditions are not met or canceled, or if the proposed transaction is not completed, the Subscription Receipts will be canceled without further action and the funds in escrow. as well as the interest earned thereon will be repaid to the subscribers on a pro rata basis, any shortfall being paid by PMI.

The second tranche was made on the basis of a non-middleman private placement and finder’s fees will be paid in association with the second tranche of $ 68,200 (the “”Research costs“) and a total of 140,000 non-transferable compensation options (the”Compensation options“), each of which may be exercised by its holder to acquire one unit at a price of $ 0.50 per unit for a period of eighteen (18) months from the date of issue. conversion of Subscription Receipts.

The net proceeds of the PMI Financing will be used to further develop existing projects and undertake the acquisition of new projects from the resulting issuer (the “Resulting emitter“), being the Company, after having given effect to the Transaction, as well as for the general working capital of the resulting Issuer. All the securities issued within the framework of the PMI Financing carry or will carry a holding period expiring on the date which is four months and one day from the date of issue thereof in accordance with applicable Canadian securities laws.

Trading in PMI shares is currently suspended and will remain so until the Trade is completed.


“Craig T. Lindsay”

Chief executive officer

For more information, please contact:

Craig lindsay
Phone. : (604) 218-0550
Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

This press release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by words such as “will”, “may”, “should”, “anticipate”, “expect” and similar expressions. All statements other than statements of historical fact included in this press release, including, without limitation, statements regarding the transaction, securities issued or may be issued pursuant to PMI financing, consolidation, satisfaction of conditions of release from escrow, payment of Fees, use of the net proceeds of the PMI Financing, restrictions on the resale of securities issued under the PMI Financing or any changes contemplated for the Company, are forward-looking statements which involve risks. and uncertainties. There can be no assurance that such statements will prove to be accurate and that actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the risks detailed from time to time in documents filed by the Company with securities regulations.

The reader is cautioned that the assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those expected, due to many known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Accordingly, the Company cannot guarantee that a forward-looking statement will materialize and the reader is cautioned not to place undue reliance on forward-looking information. This information, although considered reasonable by management at the time of its preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company will not publicly update or revise the included forward-looking statements except as expressly required by Canadian securities laws.

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